Sunshine Group'S Shares Are Backdoor.

< p > the Meyer reorganized grand opera, which has attracted much attention from the capital market, announced that the Jiangsu sunshine Holding Group Limited (hereinafter referred to as the "Sunshine Group") successfully bid for the 20.06% equity interest of Hubei Meyer Group Limited (hereinafter referred to as "Meyer group") held by Huangshi state owned company through the open market.

< /p >

< p > > a href= "//www.sjfzxm.com/news/index_c.asp" > Maer Ya < /a > group is the largest shareholder of Meyer. Its original shareholding structure is 20.06% owned by Huangshi state owned company under the state owned assets supervision and Administration Commission of Huangshi, and the remaining 79.96% of China Construction Bank trusteeship.

In the past, the struggle for control of the group has become the focus of attention in the two tier market, including the famous local enterprises in Huangshi, such as the liquor enterprises in Hubei, the Zhuo Er holding company under Yan Zhi, and so on.

But they all heard "thunder and no rain."

< /p >

< p > under this background, < a href= "//www.sjfzxm.com/news/index_c.asp" > Sunshine Group < /a > suddenly became a shareholder of Meier group, which once again aroused strong anticipation of investors' integration and reorganization.

"We have only received notice from major shareholders to fulfill their duty to disclose information."

In January 2nd, a member of Meyer Securities Department appeared cautious in the phone: "this is a company's shareholder level paction. As a subsidiary of our subsidiary, we have not received any relevant information."

< /p >

< p > < strong > > "custom" shares, < /strong > /p >

< p > this is more like a private custom-made paction.

< /p >

< p > November 28, 2013, Meyer issued a notice that it received the notification from the first largest shareholder, Meyer group. Huangshi state capital company intends to pfer its 20.06% stake in Meyer group by way of publicly listing in Anhui property rights trading center.

< /p >

< p > the information of Anhui property rights trading center shows that as of September 30, 2013, the total assets of the Meyer group amounted to 380 million yuan, with liabilities amounting to 598 million yuan and net assets of -2.18 billion yuan, which were already insolvent.

The net asset valuation is 180 million yuan - compared to book value, a premium of about 398 million yuan.

The pfer price of 20.06% of its shares is 36 million 210 thousand yuan.

< /p >

< p > it is noteworthy that this paction has many restrictions on the terms of the pferee.

Among them, the intention pferee should be the enterprise that has the qualifications of the vice chairman of the China Textile Industry Federation (the vice chairman of the enterprise) or the actual controller, the vice president of the China clothing association, the qualification enterprise or its actual controller, and so on. It will shut out many potential capital parties, and the Jiangsu Sunshine Group is one of the few enterprises that meet the above requirements.

< /p >

< p > more than that, "the sales revenue of the main business is no less than 1 billion 500 million yuan RMB, and it has the business of developing the industry chain of the upstream and downstream industries of the Mei Ya brand or the complementary products of its products."

The requirements are almost customized for sunshine group.

A news from the Huangshi municipal government website of Meyer headquarters said: "Jiangsu sunshine group, as the upstream enterprise of Huangshi Meyer group, has maintained close cooperation with the Meyer group for a long time."

< /p >

< p > under the constraints of the pferee, only one group of Sunshine Group participates in bidding.

An open market paction turned into a substantive "directional paction".

According to the reporter, in fact, as early as two years ago, the sunshine group has been in contact with the Huangshi municipal government, hoping to purchase the equity of the Meer group.

"Huangshi SASAC also specially sent people to Jiangyin (the location of the sun group headquarters) to investigate the industrial development of sunshine group.

A senior executive who once participated in the stock bidding of Meyer group said: "it should be said that the pfer of shares to the sunshine group is a decision made by the Huangshi state owned assets supervision and Administration Commission. The so-called public listing pfer is only due to the restriction of the pfer process of the state-owned shares, and just a passing."

< /p >

< p > the aforementioned Meyer securities department also said that the Huangshi state owned company did contact with the sunshine group before.

< /p >

< p > < strong > control disc Meyer "prelude" < /strong > /p >

< p > strategic stake in Meyer group, or just the first step of sunshine group coveted the beauty of listed companies.

"At present, the sunshine group has only bought shares of some major shareholders, and the actual controller of the company has not changed. It is still the China Construction Bank."

Aforementioned Meyer Securities Department told reporters.

< /p >

< p style= "MARGIN-TOP: 0pt"; MARGIN-BOTTOM: 0pt "class=" P0 "> span style=" font-family: "style="; "

In fact, China Construction Bank is "forced" to become the controlling shareholder of the P group. "--EndFragment--"

According to the reporter's understanding, due to historical reasons, the early Meyer group had a loan debt of about 210 million yuan to China Construction Bank, which could not be repaid. According to relevant policies at that time, the head office of the CCB in 2001 carried out debt to equity swap on the debt. However, at that time, the CCB could not directly hold and manage the debt to equity assets on its own, and entrusted the Chinese XinDa Asset Management Co to carry out and manage the debt equity swap assets of CCB.

< /p >

< p > but it is quite embarrassing that the construction bank can not participate in the business activities of the bank under the restrictions of banking regulations.

This means that the Construction Bank is the actual controller of Meyer in the name of the listed company, but in fact, it can not exercise the corresponding management authority.

A direct consequence of this is that there is a lack of standardized and effective corporate governance structure.

"For a long time, it is hard for you to say who is the company of Meyer?" a small shareholder of Meyer told reporters that the lack of a clear and effective corporate governance structure is not conducive to the long-term development of listed companies.

< /p >

< p > under this background, after approval by the regulatory authorities, the Construction Bank agreed to make a public pfer of the 79.94% equity held by the group.

This means that who will take up the 79.94% stake will become the actual controller of the listed company.

< /p >

< p > 2011, the construction bank sold the 79.94% equity of its group of Meyer group publicly. According to the announcement information released by Meyer at that time, the intention pferee was: zhuor Holdings Limited, Chinese innovation group Shanghai science and Technology Co., Ltd. and Jiangyin Zhenxing wool textile factory.

< /p >

< p >, according to the reporter, Jiangyin revitalization woolen mill is also a member of sunshine group, which is also located in Jiangyin.

A person close to the deal told reporters: "in the process of public bidding, the revitalization of Jiangyin wool textile factory is a brand competition under the sun group."

< /p >

< p > in fact, in this public pfer, the revitalization of Jiangyin's a href= "//www.sjfzxm.com/news/index_c.asp" > wool textile mill < /a > is the most powerful bidder of the three intention pferee.

The insider close to the deal revealed that at the time, the most flexible "scoring space" for the three bidders was awarded. The Zhenxin wool textile factory in Jiangyin got the highest score of 90 points.

"An important reason for the high score of Zhenxin wool textile mill is its participation in bidding by members of sunshine group."

According to the insider, "the local government of Huangshi also tends to reinvigorate the wool textile mill, and specially send people to Jiangyin to investigate."

< /p >

< p > but this a href= "//www.sjfzxm.com/news/index_c.asp" > equity pfer < /a > eventually resulted in a "stranded" paction for various reasons.

The sunshine group's plan to control Mei Ya is only "close to the door".

After two years, the sunshine group suddenly bid for 20.06% of the equity held by Huangshi state owned company, which also triggered the market's 79.94% stake in its further bid for Construction Bank, thus completely controlling the strong expectation of Meyer.

< /p >

< p > a background worthy of concern is that on the morning before the trading announcement, Huangshi SASAC and sunshine group held the signing ceremony of Huangshi textile and garment industrial park project investment in the morning of December 30, 2013.

According to the public statement of the Huangshi municipal government website, "after the completion of the project investment, it will lay an important foundation for the success of the" 100 billion enterprises and billions of enterprises ".

< /p >

< p >, it can be seen that the sunshine group is more than a simple strategic investor.

Its control is only a matter of time.

< /p >

< p > the former Meyer Securities Division responded to reporters: "the pfer of 79.94% of the shares held by the Construction Bank has been suspended two years ago, and no new progress has been made yet."

< /p >